Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | LGBTQ Loyalty Holdings, Inc. | |
Entity Central Index Key | 0001510247 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 163,201,624 | |
Entity Filer Number | 000-54867 | |
Entity Interactive Data Current | No | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 250,272 | $ 40,908 |
Other current assets | 9,220 | 595 |
Total current assets | 259,492 | 41,503 |
Property and equipment, net | 2,000 | |
Intangible assets, net | 37,500 | |
Total Assets | 298,992 | 41,503 |
Current liabilities: | ||
Accounts payable | 357,489 | 265,530 |
Accrued salaries - officers | 107,000 | 348,800 |
Notes payable | 15,986 | 33,000 |
Notes payable to related party | 17,885 | 17,885 |
Advances due to related parties | 10,974 | 10,974 |
Convertible note payable, net of debt discount | 34,065 | |
Derivative liability | 42,104 | |
Total current liabilities | 509,334 | 752,358 |
Convertible debenture, net of debt discount | 31,222 | |
Derivative liability on convertible debenture and warrants | 1,229,695 | |
Total liabilities | 1,770,251 | 752,358 |
Commitments and Contingencies | ||
Stockholders' (Deficit) | ||
Preferred stock, value | 46,590 | |
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 162,920,724 and 121,984,192 shares issued and outstanding, respectively | 162,920 | 121,984 |
Additional paid in capital | 5,243,811 | 3,242,449 |
Deferred officer compensation | (85,723) | (195,054) |
Accumulated (deficit) | (6,968,415) | (3,880,234) |
Total stockholders' (deficit) | (1,471,259) | (710,855) |
Total Liabilities and Stockholders' (Deficit) | 298,992 | 41,503 |
Series C Preferred Stock | ||
Stockholders' (Deficit) | ||
Preferred stock, value | $ 129,559 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 162,920,724 | 121,984,192 |
Common stock, outstanding | 162,920,724 | 121,984,192 |
Series A Preferred [Member] | ||
Preferred stock, authorized | 1 | 1 |
Preferred stock, outstanding | ||
Series B Preferred Stock | ||
Preferred stock, authorized | 1,500,000 | 1,500,000 |
Preferred stock, issued | 125,000 | |
Preferred stock, outstanding | 125,000 | |
Series C Preferred Stock | ||
Preferred stock, authorized | 129,559 | 129,559 |
Preferred stock, issued | 129,599 | |
Preferred stock, outstanding | 129,599 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |||
Income Statement [Abstract] | ||||||
Revenue | $ 2,064 | $ 1,594 | ||||
Cost of revenue | ||||||
Gross profit (loss) | 2,064 | 1,594 | ||||
Operating expenses: | ||||||
General and administrative | 593,563 | 161,134 | 1,626,625 | 345,836 | ||
Depreciation and amortization | 150 | |||||
Total operating expenses | 593,563 | 161,134 | 1,626,625 | 345,986 | ||
(Loss) from operations | (593,563) | (161,134) | (1,624,561) | (344,392) | ||
Interest expense | 500,442 | 12,484 | 1,185,612 | 38,944 | ||
Change in derivative liability | 266,808 | (20,233) | 266,808 | (4,502) | ||
Net (loss) before income taxes | (1,360,813) | (153,385) | (3,076,981) | (378,834) | ||
Provision for income taxes | ||||||
Net (loss) | $ (1,360,813) | $ (153,385) | $ (3,076,981) | $ (378,834) | ||
Per share information - basic and fully diluted: | ||||||
Weighted average shares outstanding | 251,971,535 | 90,704,686 | 239,581,001 | 90,532,464 | ||
Net (loss) per share | $ (0.01) | $ 0 | [1] | $ (0.01) | $ 0 | [1] |
[1] | Denotes a loss of less than $(0.01) per share. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net cash used in operations | $ (374,122) | $ (26,019) |
Cash flow from investing activities: | ||
Purchase of property and equipment | (2,000) | |
Investment in intangible assets | (37,500) | (7,633) |
Net Cash used in investing activities | (39,500) | (7,633) |
Cash flow from financing activities: | ||
Proceeds from convertible notes and debentures | 500,000 | 32,000 |
Proceeds from Series B preferred stock issuance | 125,000 | |
Repayment of note payable | (2,014) | (1,500) |
Shareholder advances | 3,029 | |
Net cash provided by financing activities | 622,986 | 33,529 |
Net increase (decrease) in cash | 209,364 | (122) |
Cash at beginning of period | 40,908 | 1,084 |
Cash at end of period | 250,272 | 962 |
Non-cash investing and financing activities: | ||
Stock issued for services | 562,900 | 44,100 |
Conversion of salary accruals and interest | 348,312 | |
Conversion of notes payable | 98,383 | |
Exercise of stock options | $ 5,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Common Stock | Additional Paid-In Capital | Deferred Compensation | Retained Earnings / Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 87,704 | $ 2,579,489 | $ (391,010) | $ (3,045,388) | $ (769,205) | |||
Balance, shares at Dec. 31, 2017 | 87,704,686 | |||||||
Amortization of deferred compensation | 48,990 | 48,990 | ||||||
Stock issued for services | $ 3,000 | 41,100 | 44,100 | |||||
Stock issued for services (in shares) | 3,000,000 | |||||||
Loss for the period | (225,449) | (225,449) | ||||||
Balance at Mar. 31, 2018 | $ 90,704 | 2,620,589 | (342,020) | (3,270,837) | (901,564) | |||
Balance, shares at Mar. 31, 2018 | 90,704,686 | |||||||
Amortization of deferred compensation | 48,990 | 48,990 | ||||||
Loss for the period | (153,385) | (153,385) | ||||||
Balance at Jun. 30, 2018 | $ 90,704 | 2,620,589 | (293,030) | (3,424,222) | (1,005,959) | |||
Balance, shares at Jun. 30, 2018 | 90,704,686 | |||||||
Balance at Dec. 31, 2018 | $ 121,984 | 3,242,449 | (195,054) | (3,880,234) | (710,855) | |||
Balance, shares at Dec. 31, 2018 | 121,984,192 | |||||||
Amortization of deferred compensation | 66,018 | 66,018 | ||||||
Stock issued for services | $ 250 | 7,250 | 7,500 | |||||
Stock issued for services (in shares) | 250,000 | |||||||
Exercise of stock options | $ 500 | 4,500 | 5,000 | |||||
Exercise of stock options (in shares) | 500,000 | |||||||
Maxim Partners - Merger | $ 129,559 | 259,116 | 388,675 | |||||
Maxim Partners - Merger (in shares) | 1 | 129,558,574 | ||||||
Conversion of preferred stock | ||||||||
Conversion of preferred stock (in shares) | (1) | |||||||
Stock issued to directors | $ 3,000 | 310,600 | 313,600 | |||||
Stock issued to directors (in shares) | 3,000,000 | |||||||
Related party debt conversions | $ 8,600 | 339,712 | 348,312 | |||||
Related party debt conversions (in shares) | 8,600,298 | |||||||
Loan conversion | $ 26,399 | 735,961 | 762,360 | |||||
Loan conversion (in shares) | 26,398,734 | |||||||
Loss for the period | (1,716,168) | (1,716,168) | ||||||
Balance at Mar. 31, 2019 | $ 290,291 | 4,899,588 | (129,036) | (5,596,402) | (535,558) | |||
Balance, shares at Mar. 31, 2019 | 290,291,798 | |||||||
Balance at Dec. 31, 2018 | $ 121,984 | 3,242,449 | (195,054) | (3,880,234) | (710,855) | |||
Balance, shares at Dec. 31, 2018 | 121,984,192 | |||||||
Balance at Jun. 30, 2019 | $ 46,590 | $ 129,559 | $ 162,921 | 5,243,811 | (85,723) | (6,968,415) | (1,471,259) | |
Balance, shares at Jun. 30, 2019 | 125,000 | 129,559 | 162,920,724 | |||||
Balance at Mar. 31, 2019 | $ 290,291 | 4,899,588 | (129,036) | (5,596,402) | (535,558) | |||
Balance, shares at Mar. 31, 2019 | 290,291,798 | |||||||
Issuance of Series B preferred stock, net of discount | $ 35,389 | 89,611 | 125,000 | |||||
Issuance of Series B preferred stock, net of discount (in shares) | 125,000 | |||||||
Amortization of preferred stock discount | $ 11,201 | (11,201) | ||||||
Amortization of deferred compensation | 43,313 | 43,313 | ||||||
Stock issued for services | $ 2,000 | 239,801 | 241,801 | |||||
Stock issued for services (in shares) | 2,000,000 | |||||||
Loan conversion | $ 188 | 14,813 | 15,000 | |||||
Loan conversion (in shares) | 187,500 | |||||||
Maxim Exchange Agreement | $ 129,559 | $ (129,559) | ||||||
Maxim Exchange Agreement (in shares) | 129,559 | (129,558,574) | ||||||
Loss for the period | (1,360,813) | (1,360,813) | ||||||
Balance at Jun. 30, 2019 | $ 46,590 | $ 129,559 | $ 162,921 | $ 5,243,811 | $ (85,723) | $ (6,968,415) | $ (1,471,259) | |
Balance, shares at Jun. 30, 2019 | 125,000 | 129,559 | 162,920,724 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business Throughout this report, the terms "our," "we," "us," and the "Company" refer to LGBTQ Loyalty Holdings, Inc., (formerly LifeApps Brands Inc.) including its subsidiaries. The accompanying unaudited condensed consolidated financial statements of LGBTQ Loyalty Holdings, Inc. at and for the periods ended June 30, 2019 and 2018 have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2018. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended June 30, 2019 and 2018 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2018 balance sheet has been derived from our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2018. On January 25, 2019, we acquired LGBT Loyalty LLC, a New York limited liability company, with the goal of creating a LGBTQ Loyalty Preference Index (the "Index") that will provide the LGBTQ community with the power to influence the allocation of capital within the Index based upon their consumer preferences. The Index is intended to link the economic power of the LGBTQ community with many of the top companies that support and market their products to the LGBTQ demographic. We also plan to create ancillary businesses that are intended to complement and support the Index including LGBTQ Loyalty Sponsorship which will be established to promote the Index along with the companies from around the world that desire to market and advertise directly to LGBTQ consumers. We intend to join forces with some of the most recognizable LGBTQ community leaders from around the world and have them become LGBTQ Loyalty Sponsorship members. The LGBTQ Loyalty Sponsorship is expected to incorporate marketing and support of the companies included in the Index. All companies will be offered the opportunity to purchase LGBTQ Loyalty Sponsorship packages. We also plan to develop a digital media network that will specialize in targeting highly sought-after niche demographic audiences. In that regard, we intend to focus on two core businesses, an LGBTQ Advertising Network and an LGBTQ Media Network. Through our digital platform, we expect to aggregate content from around the world. We also intend to create original content along with sponsored content in a 24/7 digital network. The LGBTQ Advertising Network is intended to assist brands in global targeting of the LGBTQ demographic. The LGBTQ Advertising Network is expected to provide advertisers and brands with over 300 mainstream digital platforms and access to this loyal, affluent and ever-expanding audience. We intend to deliver to our audience relevant sponsored content marketing message across all spectrums of digitally connected devices. We believe that our value proposition to our audience and sponsors will be the ability to deliver aggregated and original content, with emphasis on interactive content and captive video. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates our continuation as a going concern. We have incurred losses to date of $6,968,415 and have negative working capital of $249,842. To date we have funded our operations through advances from related parties, issuances of convertible debt, and the sale of our common stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, LifeApps Inc. and Sports One Group Inc. All material inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. Fair Value Measurements: ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of cash, short-term trade receivables, prepaid expenses, payables, accruals and convertible notes payable. The carrying values of cash and cash equivalents, short-term trade receivables, prepaid expenses, payables, and accruals approximate fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. Derivative Liabilities The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company's balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. Intangibles Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board ("FASB"), Accounting Standards Codification ("ASC") Topic 350 Intangibles – Goodwill and Other Property and Equipment Fixed assets consist of furniture and equipment and are stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives used for financial statement purposes is 3 years. The Company purchased $2,000 of office equipment on June 25, 2019. Depreciation will begin on July 1, 2019. Revenue Recognition ASC Topic 606, " Revenue from Contracts with Customers" Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue was derived primarily from the sale of sports and fitness apparel and equipment, and software applications designed for use on mobile devices such as smart phones and tablets. Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On July 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of July 1, 2018. Results for reporting periods beginning after July 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We did not record a change to accumulated deficit as of July 1, 2018 due to the immaterial cumulative impact of adopting Topic 606. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs with the transfer of control of our products to our customers. Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer by third party carriers as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer. The Company accounts for a contract with a customer when there is an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. The Company's distinct performance obligations consist mainly of transferring control of its products identified in the contracts, purchase orders or invoices and implied PCS services. Transaction prices are typically based on contracted rates. Generally, payment is due from customers within 60 days of the invoice date and the contracts do not have significant financing components or include extended payment terms. The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue, and customer deposits on the Consolidated Balance Sheets. Accounts receivable are recognized in the period the Company's right to the consideration is unconditional. Our contract liabilities consist of advance payments (Customer deposits) recognized primarily related to deferred revenue. We classify customer deposits as a current liability, and deferred revenue as a current or noncurrent liability based on the timing of when we expect to fulfill these remaining performance obligations. The current portion of deferred revenue is included in other current liabilities and the noncurrent portion is included in other long-term liabilities in our consolidated balance sheets. We sell our software directly via Internet download through third party agents. We recognize revenue when payment is received from the agent. Payment is received net of commission paid to the agent, usually 70% to us and 30% to the agent. We record the net amount received as revenue. We also publish and sell digital magazines through the internet. Magazines can be purchased as individual volumes or as a subscription. To date we have not had any subscription sales. Research and development, Website Development Costs, and Software Development Costs All research and development costs are expensed as incurred. We had no research and development costs for the three and six months ended June 30, 2019 and 2018, respectively. Software and Website development costs are eligible for capitalization under ASC 350-50 and ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed. We expended $37,500 and $0 for website development for the three months and six months ended June 30, 2019 and 2018, respectively. Amortization of these costs will begin when the website becomes active. Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases ("ASC 840"). Our membership agreement for shared office space expires on May 31, 2020. Rent expense was $4,223 and $0 for the three months ended June 30, 2019 and 2018, respectively and $4,223 and $255 for the six months ended June 30, 2019 and 2018, respectively. Earnings per share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share Recent Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company's consolidated financial statements upon adoption. |
Related Party Transactions - Of
Related Party Transactions - Officer and Shareholder Advances | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions - Officer, Director and Shareholder Advances | Note 3. Related Party Transactions – Officer, Director and Shareholder Advances Amounts due related party represents cash advances, salary accruals, notes payable, and amounts paid on our behalf by an officer, director and shareholders of the Company . These advances are non-interest bearing, short term in nature and due on demand. The balance at June 30, 2019 and December 31, 2018 was $10,974 for both periods. Notes payable to related parties at June 30, 2019 and December 31, 2018 totaled $17,885 with a 2% annual interest rate. Currently the Company has defaulted on all of their related party loan obligations. Forbearance has been granted by the related parties on all loans . Salary accruals for the six-month periods ended June 30, 2019 and 2018 amounted to $107,000 and $348,800, respectively. Payments of accrued salaries for the three-month periods ended June 30, 2019 and 2018 amounted to $43,000 and $0, respectively. Payments of accrued salaries for the six-month periods ended June 30, 2019 and 2018 amounted to $80,250 and $0, respectively. Net cash advances to the Company amounted to $0 and $3,029, respectively, for the periods ended June 30, 2019 and 2018. During the six months ended June 30, 2019 we began the accrual of director's fees for five individuals at the rate of $25,000 per annum. Four of the directors have agreed to receive their fee payments in shares of the Company's common stock with the number of shares to be issued based on the 5-day average trading price of the stock at the end of each month. During the three and six months ended June 30, 2019 we accrued an aggregate of $31,250 and $37,500, respectively, for director fees. As of June 30, 2019, an aggregate of 234,200 shares of our common stock are issuable pursuant to the director compensation agreements. Total unpaid accrued salary and director fees were $107,000 and $348,800 as of June 30, 2019 and December 31, 2018, respectively. On March 21, 2019 all parties to the employment and service agreements converted amounts due thereunder at December 31, 2018 into 8,600,298 shares of common stock. On December 19, 2017 we entered into an Employment Services Agreements with our Chief Executive Officer and our President and an Executive Management Consulting Agreement with our former Chief Executive Officer. The Agreements have a two-year term and are subject to automatic renewal for successive periods of one year unless either we or the counterparties give the other written notice of intention to not renew at least 30 days prior to the end of the existing term. The Agreements with our current and former Chief Executive Officers provide for base compensation of $150,000 and the Agreement with our President provides for a base annual salary of $24,000. The compensation payments are payable in bi-weekly installments. In the event any of the payments are not made within 30 days of the due date, they will accrue interest at the rate of 10% per annum. The Agreements contain customary termination provisions including terminations with or without cause, for good reason or voluntarily, non-competition and non-solicitation provisions, and an inventions and patents provision which provides that all the work produced by the counterparties, which is created, designed, conceived or developed by them in the course of their employment under the Agreements belong to us. Effective January 1, 2018, the Agreements were modified to remove the conversion right provisions. On February 15, 2019 the Executive Management Consulting Agreement with our former Chief Executive Officer was terminated by mutual agreement. During the three months ended June 30, 2019 and 2018 we recorded interest accruals of $2,020 and $2,646, respectively, related to the contracts. During the six months ended June 30, 2019 and 2018 we recorded interest accruals of $6,485 and $2,646, respectively, related to the contracts. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4. Notes Payable Notes payable to two unrelated third parties amounted to $15,986 at June 30, 2019 and $33,000 at with interest rates of 2% and 7% per annum, respectively. The note in the amount of $15,986 at June 30, 2019 is past due and is, therefore, in default. The other notes were issued in August and December of 2018 aggregating $15,000. On March 7, 2019, the lender agreed to convert the $15,000 in loan principal into shares of our common stock at a conversion price of $0.08 per share resulting in an issuance of 187,500 shares during the quarter ended June 30, 2019. The lender also agreed to waive all interest due on the loans. |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Jun. 30, 2019 | |
Convertible Note Payable [Abstract] | |
Convertible Note Payable | Note 5. Convertible Note Payable On March 6, 2018, we executed a Promissory Note (the "2018 Note") to an unrelated entity and received an aggregate of $32,000. The 2018 Note has an initial term of one year and provides for an original issue discount of $3,000, which is being amortized over the initial term. The 2018 Note carries a face interest rate of 12% per annum. The lender had the right, at any time and/or after 180 days at their election to convert all or part of the outstanding and unpaid principal and accrued interest into shares of our common stock. The conversion price was 58% of a two-day average of the lowest trading price in the range of 15 trading days prior to the conversion. The 2018 Note provided for additional penalties if we could not deliver the underlying common stock on a timely basis. We evaluated the terms of the conversion features of the convertible note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. We valued the conversion feature at origination of the 2018 Note at $55,118 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 1 year to maturity, risk free interest rate of 3.03% and annualized volatility of 298.79%. $32,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible note and is being amortized over the initial term of the convertible note. The balance of $23,118 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded. During the quarter ended September 30, 2018, the Company became subject to a penalty assessment of $17,500 due to a loan covenant violation. Such amount has been expensed as additional interest. Additionally, the fair value of the derivative liability associated with the penalty amounted to $29,265 and has been recorded as additional interest expense. On September 20, 2018, the lender exercised conversion rights pursuant to the loan agreement and converted $8,000 of the loan principal into 1,777,778 shares of common stock. The Company recognized an aggregate of $10,375 of shareholder equity as a result of the conversion based of a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount. On December 31, 2018, the lender exercised conversion rights pursuant to the loan agreement and converted $8,000 of the loan principal into 5,305,040 shares of common stock. The Company recognized an aggregate of $7,583 of shareholder equity as a result of the conversion based of a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount. We value the derivative liability at estimated fair market value and at the end of each accounting period. The difference in value is recognized as gain or loss in the statement of operations. At March 31, 2018 we determined the valuation using the Black-Sholes valuation model with the following assumptions: dividend yield of zero, .94 years to maturity, risk free interest rate of 2.85% and annualized volatility of 289.61%. We recognized $15,730 of expense for the change in value of the derivative for the three months ended March 31, 2018. Interest expense for the period includes $23,118 of origination interest, amortization of debt discounts of $2,394 and interest accrual of $288. During the period February 6, 2019 through and including February 11, 2019, the holder of the 2018 Note in the original principal amount of $35,000 converted the remaining $26,920 in principal and $4,255 in interest into an aggregate of 26,398,734 shares of our common stock at a conversion price of $0.0015 per share. As the result of such conversions, the 2018 Note has been repaid in full and terminated. The shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term Debt | Note 6. Long-term Debt On June 4, 2019 (the "Closing Date"), we entered into and closed a Securities Purchase Agreement (the "SPA") with Pride Partners LLC (the "Purchaser"), a New York limited liability company, pursuant to which for a purchase price of $500,000, the Purchaser purchased $550,000 in principal amount of a 10% Original Issue Discount Senior Convertible Debenture (the "Debenture") due 15 months following the date of issuance and an 18 month common stock purchase warrant (the "Warrant") exercisable for up to 6,250,000 shares (subject to adjustment thereunder) of our common stock. Subject to earlier conversion or redemption, the Debenture is due on September 4, 2020 (the "Maturity Date"). At any time after June 4, 2019, the Debenture is convertible, in whole or in part, into shares of common stock (the "Conversion Shares") at the option of the holder, at any time and from time to time (subject to a 4.99% beneficial ownership limitation). If, on the Maturity Date, the outstanding principal balance of the Debenture is $50,000 or less, the Debenture, including all accrued and unpaid interest then due thereon, is automatically convertible into common stock. Subject to adjustment, the per share conversion price for the Debenture on any conversion date is the lesser of (i) $0.1069 or (ii) 85% of the lowest single trading date volume weighted average price for our Common stock during the 5 trading days prior to the conversion date. No later than the earlier of (i) 2 trading days after our receipt of a notice of conversion and (ii) the number of trading days comprising the standard settlement period after our receipt of a notice of conversion, we are required to deliver Conversion Shares which, when permitted under applicable securities laws, will be delivered free of restrictive legends and trading restrictions. In the event that we fail to deliver Conversion Shares by the applicable delivery date, the holder may rescind such conversion until such time that the Conversion Shares are received by the holder. Our failure to timely deliver Conversion Shares subjects us to the payment of liquidated damages to the holder as well as buy-in liability under circumstances where the holder is required to purchase Common Stock in the open market in satisfaction of a sale by the holder of Conversion Shares which the holder was entitled to receive. We are required to reserve and keep available from our authorized and unissued shares of Common Stock a sufficient number of shares to cover conversions of the Debenture. The number and amount of Conversion Shares issuable upon conversion is subject to adjustment in the event of stock splits and stock dividends. The Debenture also provides for full ratchet anti-dilution price adjustments under circumstances where, during the term of the Debenture, we issue Common Stock or common stock equivalents, exclusive of Exempt Issuances, at prices below the then applicable Debenture conversion price. The Debenture further provides for adjustments in the event of certain rights offerings, pro rata distributions to shareholders and fundamental transactions. The Debenture is subject to optional redemption by us, for cash, in whole or in part, upon 20 trading days prior written notice by us but only in the event, unless waived by the holder, we satisfy the Equity Conditions (as such term is defined in the Debenture) during such 20 trading day period. Penalty interest is payable by us if we fail to effect an optional redemption by the applicable optional redemption date. The Debenture subjects us to negative covenants while the Debenture is outstanding. We evaluated the terms of the conversion features of the Debenture and the Warrant in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded. We valued the conversion features at origination of the Debenture and the Warrant at $962,887 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 1.25 year to maturity, risk free interest rate of 2.11% and annualized volatility of 312.4%. $500,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible debenture and is being amortized over the initial term of the convertible debenture. The balance of $462,887 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. In accordance with the Company's sequencing policy, shares issuable pursuant to the convertible debenture would be settled subsequent to the Company's Series B preferred stock as described in Note 7. A summary of the derivative liability associated with the SPA for the period ended June 30, 2019 is as follows: Convertible Debenture Warrant Total Initial valuation $ 469,956 $ 492,931 $ 962,887 Change in derivative value 191,530 75,278 266,808 Balance at June 30, 2019 $ 661,485 $ 568,210 $ 1,229,695 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7. Stockholders' Equity Common Stock On January 25, 2019, we entered into and closed a securities exchange under a Securities Exchange Agreement (the "Securities Exchange Agreement") with LGBT Loyalty LLC, a New York limited liability company ("LGBT Loyalty"), and Maxim Partners, LLC, a New York limited liability company ("Maxim"), pursuant to which we acquired all of the membership interests of LGBT Loyalty, making LGBT Loyalty a wholly owned subsidiary of ours, in exchange for 120,959,996 shares (the "Shares") of our restricted common stock and one share of our newly created Series A Convertible Preferred Stock (the "Series A Preferred Stock"). The Shares issued to Maxim represented, upon issuance, 49.99% of our then issued and outstanding shares of common stock. On March 29, 2019 an additional 8,598,578 shares were issued to Maxim for the conversion of the Series A Convertible Preferred Stock. LGBT Loyalty has no assets, liabilities nor operations at the exchange date, therefore, the value ascribed to the issued stock ($388,675) has been charged to operations as expenses of the merger. Effective February 20, 2019 we issued an aggregate of 750,000 shares of restricted common stock to a consultant in accordance with a service contract that provided for a 250,000 share stock grant and the exercise of 500,000 stock options in exchange for the cancellation of $5,000 then outstanding accounts payable due to the consultant for prior services. During the six months ended June 30, 2019 we issued an aggregate of 5,000,000 shares of restricted common stock to three unrelated individuals in accordance with their appointment as directors of the Company. Effective March 26, 2019 we issued an aggregate of 8,600,298 shares of our restricted common stock pursuant to the automatic exercise of warrants issued to two current and prior company officers on January 25, 2019. The warrants were issued in exchange for the cancellation of an aggregate of $348,312 of salary and interest accruals through December 31, 2018. During the period ended June 30, 2018 we issued 3,000,000 shares of common stock in connection with consulting agreements with two unrelated entities. The shares were valued at the respective trading prices of our common stock on the dates the agreements were signed. On June 26, 2019 we issued 187,500 shares of restricted common stock in connection with the conversion of notes payable as described in Note 4 above. Series B Convertible Preferred Stock On April 3, 2019 we filed a Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series B Convertible Preferred Stock ("Series B Preferred Stock") and authorized the issuance of up to 1,500,000 shares of Series B Preferred Stock. The Series B Preferred Stock has no voting, liquidation or other rights other than the right to receive dividends and to convert into common stock. The stated value of each share of Series B Convertible Preferred Stock for purposes of conversions and dividends is $1.15 (the "Conversion/Dividend Stated Value"). The stated value of each share of Series B Convertible Preferred for purposes of redemptions is $1.35 (the "Redemption Stated Value"). On April 3, 2019 we received an aggregate of $125,000 from the issuance of 125,000 shares of the Series B Convertible Preferred Stock. We recorded a discount of $89,611 based on the excess of the intrinsic value of the common stock conversion shares over the proceeds. The intrinsic value was computed using the Black-Sholes valuation model with the following assumptions: dividend yield of zero, 2 years to maturity, risk free interest rate of 2.33% and annualized volatility of 307.5%. Amortization of the discount will continue through April 3, 2021 and amounted to $11,201 for the period ended June 30, 2019. Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price ("VWAP") for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date. Series C Convertible Preferred Stock On June 3, 2019 we filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the "Series C COD") with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series C Convertible Preferred Stock ("Series C Preferred Stock") and authorized the issuance of up to 129,559 shares of Series C Preferred Stock. On the Closing Date, all of the 129,559 shares of Series C Preferred Stock were issued to Pride Partners LLC, the assignee of Maxim Partners LLC. On June 4, 2019 we entered into a Securities Exchange Agreement with Maxim Partners LLC (the "Holder") pursuant to which the Holder exchanged 129,558,574 shares of Common Stock for 129,559 shares (the "Exchange Shares") of our Series C Preferred Stock (the "Share Exchange"). At the request of the Holder, the Exchange Shares were issued to Holder's assignee, the Purchaser. The Series C Preferred Stock has no voting or other rights other than the right to receive dividends on a pari passu basis with holders of our Common Stock, the right to receive assets in the event of liquidation, dissolution or winding up on a pari passu basis with holders of our Common Stock and the right to convert into common stock. The stated value of each share of Series C Convertible Preferred for purposes of conversions is $1,000 (the "Stated Value"). Each share of Series C Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof, into that number of shares of Common Stock (subject in each case to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Series C Preferred Stock conversion price of $1.00 per share. Consequently, each Share of Series C Preferred Stock is presently convertible into 1,000 shares of Common Stock. Deferred Officer Compensation We recorded $109,331 and $97,980 of amortization of deferred officer compensation during the periods ended June 30, 2019 and 2018, respectively. The 2019 amount includes the full amortization of the remaining balance due under the now terminated Executive Management Consulting Agreement with our former Chief Executive Officer. |
Options and Warrants
Options and Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Options and Warrants | Note 8. Options and Warrants The following is a summary of stock options issued pursuant to the 2012 Equity Incentive Plan: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding January 1, 2019 6,300,000 $ 0.0049 2.4 - Granted - $ - - - Exercised 500,000 $ 0.01 - - Cancelled - $ - - - Outstanding June 30, 2019 5,800,000 $ 0.0045 1.9 $ - Exercisable June 30, 2019 5,800,000 $ 0.0045 1.9 $ - There was no stock based compensation expense for options for the periods ended June 30, 2019 and 2018. There will be no additional compensation expense recognized in future periods. On January 25, 2019 we issued warrants to two Company executives in exchange for the cancellation of an aggregate of $348,312 of salary and interest accruals through December 31, 2018. The warrants were fully exercised as described in Note 7 above. On June 4, 2019 we issued a warrant to purchase an aggregate of 6,250,000 shares of our common stock. The warrant is exercisable through December 4, 2020. The exercise price per share of Common Stock under this Warrant shall be the lesser of (i) $0.0855, or (ii) 75% of the lowest single trading day closing price during the five trading days prior to the exercise date. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes Income tax provision (benefit) for the periods ended June 30, 2019 and 2018, is summarized below: 2019 2018 Current: Federal $ — $ — State — — Total current — — Deferred: Federal (21% tax rate in 2018) (472,500 ) (75,100 ) State (123,800 ) (19,700 ) Total deferred (596,300 ) (94,800 ) Valuation allowance 596,300 94,800 Total provision $ — $ — The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences as of June 30, 2019 and 2018 are as follows: 2019 2018 Income tax provision at the federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.5 % 5.5 % Increase in valuation allowance (26.5 )% (26.5 )% 0.0 % 0.0 % Components of the net deferred income tax assets at June 30, 2019 and December 31, 2018 were as follows: 2019 2018 Net operating loss carryovers (adjusted for revised tax rate) $ 1,124,500 $ 528,200 Valuation allowance (1,124,500 ) (528,200 ) $ — $ — In accordance with ASC 740, at June 30, 2019 and December 31, 2018 we determined that a valuation allowance should be recognized against deferred tax assets because, based on the weight of available evidence, it is more likely than not (i.e., greater than 50% probability) that some portion or all of the deferred tax asset will not be realized in the future. We recognized a reserve of 100% of the amounts of the deferred tax benefit in the amount of $1,124,500 and $528,200 at June 30, 2019 and December 31, 2018, respectively. As of June 30, 2019, we had cumulative net operating loss carry forwards of $3,989,000 which expire from 2032 through 2039. There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2010 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the consolidated statement of operations. There have been no income tax related interest or penalties assessed or recorded. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events Management has evaluated all activity up to August 14, 2019 and concluded that no subsequent events have occurred that would require recognition in these financial statements or disclosure in the notes to these financial statements other than the following: On July 3, 2019 the Company filed a Registration Statement on Form S-1 relating to the sale of up to 93,456,658 shares of common stock, par value $0.001 per share, by the selling stockholders as listed in the prospectus. Of the shares being offered, 6,250,000 are issuable upon exercise of common stock purchase warrants (at the fixed exercise price of $0.1069 per share), 5,144,996 are issuable upon conversion of convertible debentures (at the fixed conversion price of $0.1069 per share), 6,250,000 represent a good faith estimate of the number of additional shares which may become issuable if the common stock purchase warrants referenced above are exercised at the variable exercise price applicable to the common stock purchase warrants or if the price protected anti-dilution provision applicable to the common stock purchase warrants is triggered, 5,144,996 represent a good faith estimate of the number of shares which may become issuable if the debentures referenced above are converted at the variable conversion price applicable to the debentures or if the price protected anti-dilution provision applicable to the debentures is triggered, 53,000,000 are issuable upon conversion of 53,000 shares of our Series C convertible preferred stock and 17,666,666 are presently issued and outstanding. The Registration Statement became effective on July 24, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates our continuation as a going concern. We have incurred losses to date of $6,968,415 and have negative working capital of $249,842. To date we have funded our operations through advances from related parties, issuances of convertible debt, and the sale of our common stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, LifeApps Inc. and Sports One Group Inc. All material inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. |
Fair Value Measurements: | Fair Value Measurements: ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of cash, short-term trade receivables, prepaid expenses, payables, accruals and convertible notes payable. The carrying values of cash and cash equivalents, short-term trade receivables, prepaid expenses, payables, and accruals approximate fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. |
Derivative Liabilities | Derivative Liabilities The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company's balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. |
Intangibles | Intangibles Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board ("FASB"), Accounting Standards Codification ("ASC") Topic 350 Intangibles – Goodwill and Other |
Property and Equipment | Property and Equipment Fixed assets consist of furniture and equipment and are stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives used for financial statement purposes is 3 years. The Company purchased $2,000 of office equipment on June 25, 2019. Depreciation will begin on July 1, 2019. |
Revenue Recognition | Revenue Recognition ASC Topic 606, " Revenue from Contracts with Customers" Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Revenue was derived primarily from the sale of sports and fitness apparel and equipment, and software applications designed for use on mobile devices such as smart phones and tablets. Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On July 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of July 1, 2018. Results for reporting periods beginning after July 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We did not record a change to accumulated deficit as of July 1, 2018 due to the immaterial cumulative impact of adopting Topic 606. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs with the transfer of control of our products to our customers. Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to our customer by third party carriers as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer. The Company accounts for a contract with a customer when there is an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. The Company's distinct performance obligations consist mainly of transferring control of its products identified in the contracts, purchase orders or invoices and implied PCS services. Transaction prices are typically based on contracted rates. Generally, payment is due from customers within 60 days of the invoice date and the contracts do not have significant financing components or include extended payment terms. The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue, and customer deposits on the Consolidated Balance Sheets. Accounts receivable are recognized in the period the Company's right to the consideration is unconditional. Our contract liabilities consist of advance payments (Customer deposits) recognized primarily related to deferred revenue. We classify customer deposits as a current liability, and deferred revenue as a current or noncurrent liability based on the timing of when we expect to fulfill these remaining performance obligations. The current portion of deferred revenue is included in other current liabilities and the noncurrent portion is included in other long-term liabilities in our consolidated balance sheets. We sell our software directly via Internet download through third party agents. We recognize revenue when payment is received from the agent. Payment is received net of commission paid to the agent, usually 70% to us and 30% to the agent. We record the net amount received as revenue. We also publish and sell digital magazines through the internet. Magazines can be purchased as individual volumes or as a subscription. To date we have not had any subscription sales. |
Research and development, Website Development Costs, and Software Development Costs | Research and development, Website Development Costs, and Software Development Costs All research and development costs are expensed as incurred. We had no research and development costs for the three and six months ended June 30, 2019 and 2018, respectively. Software and Website development costs are eligible for capitalization under ASC 350-50 and ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed. We expended $37,500 and $0 for website development for the three months and six months ended June 30, 2019 and 2018, respectively. Amortization of these costs will begin when the website becomes active. |
Rent Expense | Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases ("ASC 840"). Our membership agreement for shared office space expires on May 31, 2020. Rent expense was $4,223 and $0 for the three months ended June 30, 2019 and 2018, respectively and $4,223 and $255 for the six months ended June 30, 2019 and 2018, respectively. |
Earnings per share | Earnings per share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share |
Recent Pronouncements | Recent Pronouncements Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company's consolidated financial statements upon adoption. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of derivative liability associated with the SPA | Convertible Debenture Warrant Total Initial valuation $ 469,956 $ 492,931 $ 962,887 Change in derivative value 191,530 75,278 266,808 Balance at June 30, 2019 $ 661,485 $ 568,210 $ 1,229,695 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option | Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding January 1, 2019 6,300,000 $ 0.0049 2.4 - Granted - $ - - - Exercised 500,000 $ 0.01 - - Cancelled - $ - - - Outstanding June 30, 2019 5,800,000 $ 0.0045 1.9 $ - Exercisable June 30, 2019 5,800,000 $ 0.0045 1.9 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision (benefit) | 2019 2018 Current: Federal $ — $ — State — — Total current — — Deferred: Federal (21% tax rate in 2018) (472,500 ) (75,100 ) State (123,800 ) (19,700 ) Total deferred (596,300 ) (94,800 ) Valuation allowance 596,300 94,800 Total provision $ — $ — |
Schedule of sources and tax effects | 2019 2018 Income tax provision at the federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.5 % 5.5 % Increase in valuation allowance (26.5 )% (26.5 )% 0.0 % 0.0 % |
Schedule of net deferred income tax assets | 2019 2018 Net operating loss carryovers (adjusted for revised tax rate) $ 1,124,500 $ 528,200 Valuation allowance (1,124,500 ) (528,200 ) $ — $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 25, 2019 | |
Summary of Significant Accounting Policies (Textual) | |||||
Furniture and equipment estimated useful lives | 3 years | ||||
Purchase of office equipment | $ 2,000 | ||||
Rent expense | $ 4,223 | $ 0 | $ 4,223 | $ 255 | |
Weighted average shares outstanding diluted | 7,378,000 | 2,937,000 | 7,378,000 | 3,178,600 | |
Negative working capital | $ 249,842 | $ 249,842 | |||
Revenue, description | We recognize revenue when payment is received from the agent. Payment is received net of commission paid to the agent, usually 70% to us and 30% to the agent. We record the net amount received as revenue. | ||||
Website development expense | $ 37,500 | $ 0 | $ 37,500 | $ 0 | |
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Intangibles assets estimated useful life | 5 years | 3 years |
Related Party Transactions - _2
Related Party Transactions - Officer and Shareholder Advances (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 19, 2018USD ($)Days | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares | |
Related Party Transactions - Officer and Shareholder Advances (Textual) | ||||||
Amount due to related party | $ 10,974 | $ 10,974 | $ 10,974 | |||
Notes payable to related parties | 17,885 | 17,885 | 17,885 | |||
Payments of accrued salaries | 43,000 | $ 0 | 80,250 | $ 0 | ||
Accrued salary | 107,000 | 348,800 | 107,000 | 348,800 | ||
Aggregate accrued salary | 31,250 | 37,500 | 31,250 | 37,500 | ||
Net cash advances | 0 | 3,029 | 0 | 3,029 | ||
Director fees | 107,000 | 348,800 | $ 107,000 | 348,800 | $ 348,800 | |
Interest rate | 2.00% | 2.00% | ||||
Unpaid accrued salary | 107,000 | $ 107,000 | $ 348,800 | |||
Base compensation | ||||||
Accrued interest | 2,020 | $ 2,646 | 2,020 | 2,646 | ||
Amount converted into common stock | shares | 8,600,298 | |||||
Interest accruals related to contracts | $ 6,485 | $ 2,646 | ||||
Director compensation agreements [Member] | ||||||
Related Party Transactions - Officer and Shareholder Advances (Textual) | ||||||
Amount converted into common stock | shares | 234,200 | |||||
Director [Member] | ||||||
Related Party Transactions - Officer and Shareholder Advances (Textual) | ||||||
Accrued salary | $ 25,000 | $ 25,000 | ||||
Five Individuals [Member] | Former Chief Executive Officers [Member] | ||||||
Related Party Transactions - Officer and Shareholder Advances (Textual) | ||||||
Interest rate | 10.00% | |||||
Base compensation | $ 150,000 | |||||
Trading days | Days | 30 | |||||
Five Individuals [Member] | President [Member] | ||||||
Related Party Transactions - Officer and Shareholder Advances (Textual) | ||||||
Base annual salary | $ 24,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Mar. 07, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Aug. 31, 2018 |
Note Payable (Textual) | ||||
Notes payable | $ 15,986 | $ 33,000 | ||
Defaulf debt | $ 15,986 | |||
Debt Conversion Agreement [Member] | ||||
Note Payable (Textual) | ||||
Number of shares isssued for conversion | 187,500 | |||
Debt conversion value | $ 15,000 | |||
Debt conversion price | $ 0.08 | |||
Other note payable [Member] | ||||
Note Payable (Textual) | ||||
Notes payable | $ 15,000 | $ 15,000 | ||
Two Unrelated Third Parties [Member] | ||||
Note Payable (Textual) | ||||
Interest rate | 2.00% | 7.00% |
Convertible Note Payable (Detai
Convertible Note Payable (Details) | Mar. 06, 2018USD ($)Days$ / sharesshares | Sep. 20, 2018USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares |
Convertible Note Payable (Textual) | |||||||||
Convertible note payable | $ 34,065 | ||||||||
Derivative liability | $ 32,000 | ||||||||
Principal amount | 15,986 | 15,986 | |||||||
Valuation method | Black Scholes valuation model | ||||||||
Maturity term (in years) | 94 years | ||||||||
Risk free interest rate | 2.85% | ||||||||
Annualized volatility | 289.61% | ||||||||
Change in value of derivative | $ 15,730 | ||||||||
Interest on derivative liability | 23,118 | ||||||||
Amortization of debt discounts | 2,394 | ||||||||
Accrued interest | $ 288 | ||||||||
Penalty assessment | $ 17,500 | ||||||||
Additional interest expense | $ 29,265 | ||||||||
Interest expense | (500,442) | $ (12,484) | (1,185,612) | $ (38,944) | |||||
2018 Note [Member] | |||||||||
Convertible Note Payable (Textual) | |||||||||
Convertible note payable | $ 32,000 | ||||||||
Original issue discount | $ 3,000 | ||||||||
Term | 1 year | ||||||||
Interest rate | 12.00% | ||||||||
Conversion price | 58.00% | ||||||||
Trading days | Days | 15 | ||||||||
Conversion feature of note | $ 55,118 | ||||||||
Valuation method | Black Scholes valuation model | ||||||||
Maturity term (in years) | 1 year | ||||||||
Risk free interest rate | 3.03% | ||||||||
Annualized volatility | 298.79% | ||||||||
Change in value of derivative | $ 23,118 | ||||||||
Interest on derivative liability | $ 23,118 | $ 23,118 | |||||||
Loan Agreement [Member] | Lender [Member] | |||||||||
Convertible Note Payable (Textual) | |||||||||
Value of debt converted | $ 8,000 | $ 8,000 | |||||||
Number of debt converted | shares | 1,777,778 | 5,305,040 | |||||||
Stock issued for debt conversion | $ 10,375 | $ 7,583 | |||||||
Convertible Promissory Note [Member] | |||||||||
Convertible Note Payable (Textual) | |||||||||
Principal amount | $ 35,000 | ||||||||
Number of common stock issued for conversion | shares | 26,398,734 | ||||||||
Conversion price per share | $ / shares | $ 0.0015 | ||||||||
Convertible Promissory Note [Member] | Interest [Member] | |||||||||
Convertible Note Payable (Textual) | |||||||||
Principal amount | $ 4,255 | ||||||||
Convertible Promissory Note [Member] | Principal [Member] | |||||||||
Convertible Note Payable (Textual) | |||||||||
Principal amount | $ 26,920 |
Long-term Debt (Details)
Long-term Debt (Details) | Jun. 30, 2019USD ($) |
Initial valuation | $ 962,887 |
Change in derivative value | 266,808 |
Balance at June 30, 2019 | 1,229,695 |
Warrant [Member] | |
Initial valuation | 492,931 |
Change in derivative value | 75,278 |
Balance at June 30, 2019 | 568,210 |
Convertible Debt [Member] | |
Initial valuation | 469,956 |
Change in derivative value | 191,530 |
Balance at June 30, 2019 | $ 661,485 |
Long-term Debt (Details Textual
Long-term Debt (Details Textuals) - USD ($) | Jun. 04, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Change in derivative value | $ 1,229,695 | |||
Valuation method | Black Scholes valuation model | |||
Debt discount on the convertible debenture | $ 500,000 | $ 32,000 | ||
Interest on the derivative liability | $ 23,118 | |||
Securities Purchase Agreement [Member] | Pride Partners LLC [Member] | ||||
Debt instrument principal amount | $ 550,000 | |||
Debt instrument purchase price | $ 500,000 | |||
Common stock purchase warrant exercisable shares | 6,250,000 | |||
Debt instrument matuirity date | Sep. 4, 2020 | |||
Beneficial ownership limitation percentage | 4.99% | |||
Debt instrument description | If, on the Maturity Date, the outstanding principal balance of the Debenture is $50,000 or less, the Debenture, including all accrued and unpaid interest then due thereon, is automatically convertible into Common Stock. Subject to adjustment, the per share conversion price for the Debenture on any conversion date is the lesser of (i) $0.1069 or (ii) 85% of the lowest single trading date volume weighted average price for our Common stock during the 5 trading days prior to the conversion date. No later than the earlier of (i) 2 trading days after our receipt of a notice of conversion and (ii) the number of trading days comprising the standard settlement period after our receipt of a notice of conversion, we are required to deliver Conversion Shares which, when permitted under applicable securities laws, will be delivered free of restrictive legends and trading restrictions. | |||
Debenture and the Warrant | $ 962,887 | |||
Valuation method | Black Scholes valuation model | |||
Dividend yield | 0.00% | |||
Dividend maturity date | 1 year 2 months 30 days | |||
Risk free interest rate | 2.11% | |||
Annualized volatility | 312.40% | |||
Debt discount on the convertible debenture | $ 500,000 | |||
Interest on the derivative liability | $ 462,887 | |||
Debt Instrument, Maturity Date, Description | New York limited liability company, pursuant to which for a purchase price of $500,000, the Purchaser purchased $550,000 in principal amount of a 10% Original Issue Discount Senior Convertible Debenture (the “Debenture”) due 15 months following the date of issuance and an 18 month common stock purchase warrant (the “Warrant”) exercisable for up to 6,250,000 shares (subject to adjustment thereunder) of our common stock. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jun. 26, 2019 | Jun. 04, 2019 | Jun. 03, 2019 | Apr. 03, 2019 | Mar. 29, 2019 | Mar. 26, 2019 | Feb. 20, 2019 | Jan. 25, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Stockholders' Equity (Textual) | ||||||||||||
Common stock (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||||
Number of restricted common stock issued | 8,600,298 | |||||||||||
Warrants issued in exchange for cancellation of salary and interest accruals | $ 348,312 | |||||||||||
Common stock issued inconnection with consulting agreements | 5,000,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | ||||||||||
Restricted common stock | $ 187,500 | |||||||||||
Amortization of the discount | $ 500,000 | $ 32,000 | ||||||||||
Series C Preferred Stock | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||||||||||
Preferred stock, authorized | 129,559 | 129,559 | 129,559 | |||||||||
Convertible common stock | 1,000 | |||||||||||
Beneficial ownership limitation percentage | 4.99% | |||||||||||
Series C Preferred Stock | Pride Partners LLC [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Number of common stock issued | 129,559 | |||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||||||||||
Preferred stock, authorized | 1,500,000 | |||||||||||
Dividends | $ 1.15 | |||||||||||
Redemptions price per share | $ 1.35 | |||||||||||
Convertible Preferred Stock issued | $ 125,000 | |||||||||||
Convertible Preferred Stock issued, Shares | 125,000 | |||||||||||
Discount on common stock conversion shares | $ 89,611 | |||||||||||
Dividend yield | 0.00% | |||||||||||
Dividend maturity date | 2 years | |||||||||||
Risk free interest rate | 2.33% | |||||||||||
Annualized volatility | 307.50% | |||||||||||
Amortization of the discount | $ 11,201 | $ 11,201 | ||||||||||
Amortization of the discount date till | Apr. 3, 2021 | |||||||||||
Conversion of shares description | Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price ("VWAP") for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date. | |||||||||||
Deferred Officer Compensation [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Amortization of deferred officer compensation | $ 109,331 | $ 97,980 | ||||||||||
Maxim [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Number of restricted common stock issued | 8,598,578 | |||||||||||
Merger expenses | $ 388,675 | |||||||||||
Consultant [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Exercise of stock options | 500,000 | |||||||||||
Number of restricted common stock issued | 750,000 | |||||||||||
Stock grant | 250,000 | |||||||||||
Stock options exercise price | $ 0.01 | |||||||||||
Cancellation of outstanding accounts payable | $ 5,000 | |||||||||||
ThreeUnrelated Third Party [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Number of restricted common stock issued | 3,000,000 | |||||||||||
Securities Exchange Agreement [Member] | Series C Preferred Stock | Maxim [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Number of common stock issued | 129,559 | |||||||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | |||||||||||
Convertible Preferred Stock issued | $ 129,559 | |||||||||||
Convertible common stock | 129,558,574 | |||||||||||
Securities Exchange Agreement [Member] | LGBT Loyalty LLC [Member] | Maxim [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Number of restricted common stock issued | 120,959,996 | |||||||||||
Percentage of shares issued and outstanding | 49.99% |
Options and Warrants (Details)
Options and Warrants (Details) - 2012 Equity Incentive Plan [Member] | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Options Outstanding | |
Outstanding beginning | shares | 6,300,000 |
Granted | shares | |
Exercised | shares | 500,000 |
Cancelled | shares | |
Outstanding ending | shares | 5,800,000 |
Exercisable ending | shares | 5,800,000 |
Weighted Average Exercise Price | |
Outstanding beginning | $ 0.0049 |
Granted | |
Exercised | 0.01 |
Cancelled | |
Outstanding ending | 0.0045 |
Exercisable ending | $ 0.0045 |
Weighted Average Remaining Contractual Term | |
Outstanding beginning | 2 years 4 months 24 days |
Outstanding ending | 1 year 10 months 25 days |
Exercisable ending | 1 year 10 months 25 days |
Aggregate Intrinsic Value | |
Outstanding beginning | $ | |
Granted | |
Exercised | $ | |
Cancelled | |
Outstanding ending | $ | |
Exercisable ending | $ |
Options and Warrants (Details T
Options and Warrants (Details Textual) - USD ($) | Jun. 04, 2019 | Jan. 25, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Stock based compensation expense recognized | |||||
Stock based compensation expense | |||||
Warrants issued in exchange for cancellation of salary and interest accruals | $ 348,312 | ||||
Warrants issued | 6,250,000 | ||||
Warrants exercisable period | Dec. 4, 2020 | ||||
Warrants exercise price description | The exercise price per share of Common Stock under this Warrant shall be the lesser of (i) $0.0855, or (ii) 75% of the lowest single trading day closing price during the five trading days prior to the exercise date. | ||||
Officers [Member] | |||||
Warrants issued in exchange for cancellation of salary and interest accruals | $ 348,312 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Current: | ||||
Federal | ||||
State | ||||
Total current | ||||
Deferred: | ||||
Federal (21% tax rate in 2018) | (472,500) | (75,100) | ||
State | (123,800) | (19,700) | ||
Total deferred | (596,300) | (94,800) | ||
Valuation allowance | 596,300 | 94,800 | ||
Total provision |
Income Taxes (Details 1)
Income Taxes (Details 1) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision at the federal statutory rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 5.50% | 5.50% |
Increase in valuation allowance | (26.50%) | (26.50%) |
Effective income tax rate reconciliation | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers (adjusted for revised tax rate) | $ 1,124,500 | $ 528,200 |
Valuation allowance | (1,124,500) | (528,200) |
Deferred tax assets, net |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||
Federal tax rate | 21.00% | |
Deferred tax benefit | $ 1,124,500 | $ 528,200 |
Net operating loss carry forwards | $ 3,989,000 | |
Minimum [Member] | ||
Income Taxes (Textual) | ||
Operating loss carry forwards expiration period | Dec. 31, 2032 | |
Maximum [Member] | ||
Income Taxes (Textual) | ||
Operating loss carry forwards expiration period | Dec. 31, 2039 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jul. 03, 2019$ / sharesshares |
Subsequent Events (Textual) | |
Subsequent event description | The Company filed a Registration Statement on Form S-1 relating to the sale of up to 93,456,658 shares of common stock, par value $0.001 per share, by the selling stockholders as listed in the prospectus. Of the shares being offered, 6,250,000 are issuable upon exercise of common stock purchase warrants (at the fixed exercise price of $0.1069 per share), 5,144,996 are issuable upon conversion of convertible debentures (at the fixed conversion price of $0.1069 per share), 6,250,000 represent a good faith estimate of the number of additional shares which may become issuable if the common stock purchase warrants referenced above are exercised at the variable exercise price applicable to the common stock purchase warrants or if the price protected anti-dilution provision applicable to the common stock purchase warrants is triggered, 5,144,996 represent a good faith estimate of the number of shares which may become issuable if the debentures referenced above are converted at the variable conversion price applicable to the debentures or if the price protected anti-dilution provision applicable to the debentures is triggered, 53,000,000 are issuable upon conversion of 53,000 shares of our Series C convertible preferred stock and 17,666,666 are presently issued and outstanding. The Registration Statement became effective on July 24, 2019. |
Price per share | $ / shares | $ 0.001 |
Number of shares issued | 93,456,658 |
Conversion of stock, shares issued | 53,000,000 |
Conversion of stock shares converted | 53,000 |
Preferred Stock Series C [Member] | |
Subsequent Events (Textual) | |
Preferred stock, issued | 17,666,666 |
Preferred stock, outstanding | 17,666,666 |